EXHIBIT 10.1


 


This document constitutes part of a
prospectus covering securities that have been registered under the Securities
Act of 1933.


The date of this
document is <Date of Grant>.


 


The Kroger Co., an
Ohio corporation with its principal place of business at Cincinnati, Ohio, (“we”
or “us”) has adopted a Long-Term Incentive Plan for employees and directors of
Kroger and its subsidiaries (“Kroger”). 
The plan is administered by the Committee as defined in the plan.  The Committee determines the employees and
directors who are granted awards and the types and amounts of awards.


 


The plan provides
that the terms of grants are determined by Committee and will be set forth in
this agreement.


 


The Committee has
decided to grant nonqualified stock options to purchase <Number of Shares
Granted> shares of Kroger common stock to <Name of Participant> (“you”)
on the date of this document (the “date of grant”).


 


In consideration
of the services you have provided and that you will provide, we grant you the
option to purchase shares of common stock of Kroger, subject to the terms of
the plan and the following specific terms and conditions:


 


1.             The option price of $<Grant Price> is the Fair
Market Value of a share of Kroger common stock on the date of grant of the
option.  Fair Market Value for purposes
of establishing the option price is the closing price of Kroger common stock
reported on the date of grant on the New York Stock Exchange.  For all other purposes, Fair Market Value of
a share of common stock is the amount determined pursuant to a reasonable
method adopted by the Committee.  If no
sales are made on that date, the Committee will use the most recent prior date
for which sales are reported.


 


2.             Except as otherwise provided in Paragraph 7 or
Paragraph 8 below, you have no right to exercise any part of this option until
the later of (i) your formal acceptance of this agreement in the manner
that we have advised you in writing, and (ii) the passage of the period of
time, known as the vesting period, as follows:


 




	
  Annual Anniversary of Date of Grant

  	
   

  	
  You Are Vested In:

  	
   

  	
  Expiration Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


If your employment by or
service to Kroger is terminated prior to this option becoming exercisable,
other than as set forth in Paragraph 7, all rights under this Agreement will
terminate.


 


3.             You cannot transfer this option except by will or the
laws of descent and distribution.  It is
exercisable, during your lifetime, only by you, or, in the event of legal
disability, by your legal representative.


 

















 


4.             You are entitled to the privileges of stock ownership
only as to those shares of stock actually purchased by you under this
Agreement.


 


5.             If you want to exercise all or any part of this
option, you must make the election in writing. You must deliver your notice of
election, this agreement, and cash payment for your shares to:  Stock Option Administrator, The Kroger Co.,
1014 Vine Street, Cincinnati, Ohio 45202. 
The Committee can establish any other place or method for delivery of
stock option exercises, including electronic means directly with us or our
designated administrator.  We will notify
you in advance of any alternate place or method of delivery of stock option
exercises.  No shares will be delivered
to you until the full option price per share for the number of shares then
exercised is paid.  If any shares under
this agreement remain outstanding after exercise, we will make appropriate
notations and return this agreement to you. 
In addition to cash, you may pay the exercise price by delivering shares
of common stock of Kroger, fully endorsed and containing a signature
guaranty.  Any shares delivered by you
will be valued at the Fair Market Value, as described in Paragraph 1 of this
agreement, on the date of exercise of the option.  You must have owned those shares for at least
six months.  The Committee can increase
this required holding period for up to two years.  Under certain circumstances, unless
prohibited by law, you also can elect to have a portion of the shares issuable
upon exercise sold in order to satisfy the exercise price and any taxes that
must be withheld.  You can obtain
information on how to accomplish this, along with other forms of cashless
exercise, from your human resources office.


 


6.             You must pay all withholding tax or liabilities prior
to issuance of shares.


 


7.             Except as otherwise provided in paragraph 13, if your
employment by or service to Kroger terminates after reaching age 62 with at
least five years of service at Kroger and provided that you are within the
employment of or are providing service to Kroger on the annual anniversary of
the date of grant, your options will continue to vest as shown in paragraph 2
of this agreement and you will be permitted to exercise your option throughout
the remaining term.  If you die or become
disabled, as determined by us, your option will become exercisable and your
personal representative will be permitted to exercise your option throughout
the remaining term.  If you leave Kroger’s
employ or cease providing service to Kroger for any other reason, this option
expires.  If any portion of the option is
exercisable prior to that expiration, you or your personal representative have
one year or the remainder of the ten year term, whichever is shorter, to exercise
the option.


 


8.             This option becomes immediately exercisable in full,
but not in part, if at any time after the date of this Agreement any of the
following occur:


 


a.                                       without prior approval of our Board of
Directors, any person,  group, entity or
group thereof, excluding our employee benefit plans, becomes the owner of, or
obtains the right to acquire, 20% or more of the voting power of our then
outstanding voting securities; or


 


b.                                      a tender or exchange offer has expired,
other than an offer by us, under which 20% or more of our then outstanding
voting securities have been purchased; or


 

















 


c.                                       as a result of, or in connection with, or
within two years following (i) a merger or business combination, (ii) a
reorganization, or (iii) a proxy contest, in any case which was not
approved by our Board of Directors, the individuals who were directors of
Kroger immediately before the transaction cease to constitute at least a
majority thereof, except for changes caused by death, disability or normal
retirement; or


 


d.                                      Our shareholders have approved (i) an
agreement to merge or consolidate with or into another corporation and Kroger
is not the surviving corporation or (ii) an agreement, including a plan of
liquidation, to sell or otherwise dispose of all or substantially all of our
assets.


 


9.             This Agreement does not give you any right of
continued employment by or to continue to provide service to Kroger.  It does not affect your right or Kroger’s
right, to terminate your employment or service at any time.


 


10.           In the event of any stock splits, stock dividends, or
reverse stock splits, the number of shares and the price per share set forth in
this Agreement will be adjusted proportionately.


 


11.           Unless sooner terminated under one or more of the
terms and conditions in this Agreement, this option will remain in force for a
term of ten years from the date of this Agreement, and it must be exercised by
the holder on or before that date.  In
the event that the option expires on a day that is not a business day, it must be
exercised on or before the last business day prior to the expiration date.


 


12.           The option evidenced by this Agreement and the
exercise of the option are subject to the terms and conditions of the
Plan.  This option is subject to any rules and
regulations adopted by the Committee.


 


13.           Notwithstanding
anything contained in paragraph 7 to the contrary, in the event that while this
agreement is outstanding you provide services as an employee, director,
consultant, agent, or otherwise, to any of Kroger’s competitors, this option
expires.  If any portion of the option is
exercisable prior to that expiration, you or your personal representative have
one year or the remainder of the ten year term, whichever is shorter, to
exercise the option.


 


For
purposes of this paragraph 13, a competitor is any business that sells
groceries, food, drugs, health and beauty care items, motor fuels, or
pharmaceuticals, at retail in one or more of the same geographic areas that
Kroger sells those products.


 

















 


14.           This agreement is governed by the laws of the state of
Ohio.


 


The parties have executed this agreement on
the date of grant set forth above.


 


 


	
   

  	
  The Kroger Co.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
       /s/

  
	
   

  	
   

  	
       David B.
  Dillon

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (“you”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  <Participant Name>